Common use of Credit Decision; Disclosure of Information by the Agent Clause in Contracts

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or Servicer, the Indenture Trustee, Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginator. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorSecured Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeServicer, each Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Security Parties by the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall not have any duty or responsibility to provide any Investor Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, any Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorSecured Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeServicer, each Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Security Parties by the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall not have any duty or responsibility to provide any Investor Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, any Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Master Servicer, the Indenture Trustee, Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorSecured Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeMaster Servicer, each Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Master Servicer or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Security Parties by the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall not have any duty or responsibility to provide any Investor Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Master Servicer, the Indenture Trustee, any Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, or any of their respective AffiliatesBorrower and its Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender as to any matter, including with limitation, whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorLender, including any Investor Lender by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their respective AffiliatesBorrower and its Subsidiaries, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture TrusteeBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, Borrower or their respective Affiliates any of its Subsidiaries which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorSecured Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeServicer, each Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Secured Parties by the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall not have any duty or responsibility to provide any Investor Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, any Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Secured Party acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent or any Managing Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, Colliers, the Indenture Trustee, Originators or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Secured Party as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorSecured Party, including any Investor by assignment, represents to the Agent and its Managing Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeServicer, each Originator, Colliers or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor Secured Party also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer Servicer, Colliers or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Security Parties by the Agent or any Managing Agent herein, neither the Agent nor any Managing Agent shall not have any duty or responsibility to provide any Investor Secured Party with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture TrusteeColliers, any Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Bank Investor and each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerBorrower, the Master Servicer, the Indenture TrusteeOriginator, any Eligible Originator, the Depositor or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank Investor or any Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorBank Investor and each Lender, including any Bank Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer or Master Servicer, the Indenture TrusteeOriginator, each Eligible Originator, the Depositor or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Seller Borrower hereunder. Each Bank Investor and each Lender also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Transaction Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer Master Servicer, each Eligible Originator, the Depositor or the Indenture TrusteeOriginator. Except for notices, reports and other documents expressly herein required to be furnished to the Bank Investors and the Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerBorrower, the Master Servicer, the Indenture TrusteeOriginator, each Eligible Originator, the Depositor or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor and the Letter of Credit Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each The Letter of Credit Bank and each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerServicer, the Servicer or the Indenture Trustee, Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Originator hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture TrusteeOriginator. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Liquidity Bank acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerBorrower, the Servicer, the Indenture Trustee, any MAI Party or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor such Liquidity Bank as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, Liquidity Bank represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer or the Indenture Trustee, or each MAI Party and their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Liquidity Bank also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, Borrower and the Servicer or the Indenture TrusteeMAI Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Liquidity Banks by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Liquidity Bank with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerBorrower, the Servicer, the Indenture Trustee, any MAI Party or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender and Participant acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to itsuch Lender or Participant, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, Borrower or any of their respective its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender or Participant as to any matter, including whether the any Agent-Related Persons have Person has disclosed material information in their its possession. Each InvestorLender, including any Investor Lender by assignment, and each Participant represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their respective Borrower and its Subsidiaries and Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and each such Lender or Participant has made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender and Participant also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender or Participant shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture TrusteeBorrower and its Subsidiaries and Affiliates. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender or Participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, Borrower or their respective any of its Subsidiaries or Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Bank Investor and the Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerBorrower, the Master Servicer, the Indenture TrusteeBack-up Servicer, the Originator, any Eligible Originator, the Depositor or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank Investor or the Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each InvestorBank Investor and the Lender, including any Bank Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer or Master Servicer, the Indenture TrusteeBack-up Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Loan Agreement and to extend credit to the Seller Borrower hereunder. Each Bank Investor and the Lender also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Transaction Operative Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer Master Servicer, the Back-up Servicer, each Eligible Originator, the Depositor or the Indenture TrusteeOriginator. Except for notices, reports and other documents expressly herein required to be furnished to the Bank Investors and the Lender by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerBorrower, the Master Servicer, the Indenture TrusteeBack-up Servicer, the Originator, each Eligible Originator, the Depositor or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter 148 taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, any Loan Party or any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, Lender represents to the Agent and the Joint Lead Arrangers that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or Loan Parties and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrowers and the other Loan Parties hereunder. Each Investor Lender also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, Borrowers and the Servicer or the Indenture Trusteeother Loan Parties. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Seller, the Servicer, the Indenture Trustee, Loan Parties or any of their respective Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or Servicer, the Indenture Trustee, Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginator. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.. 77 Transfer and Administration Agreement 82

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerParent, the ServicerBorrower, the Indenture Trustee, any Company or any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerParent, the Servicer or the Indenture Trustee, or Companies and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer or Parent and the Indenture Trusteeother Companies. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the SellerParent, the Servicer, the Indenture Trustee, Borrower or any other Company or any of their respective Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SellerSPV, the Servicer, the Indenture Trustee, any Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or Servicer, the Indenture Trustee, Originators or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller SPV hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerSPV, the Servicer or the Indenture TrusteeOriginators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SellerSPV, the Servicer, the Indenture Trustee, Originators or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, Borrower or any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their Borrower and its respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture TrusteeBorrower. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, Borrower or their respective any of its Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender and participant acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to itsuch Lender or participant, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, Borrower or any of their respective its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender or participant as to any matter, including whether the any Agent-Related Persons have Person has disclosed material information in their its possession. Each InvestorLender, including any Investor Lender by assignment, and each participant represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their respective Borrower and its Subsidiaries and Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and each such Lender or participant has made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender and participant also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it such Lender or participant shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition condition, and creditworthiness of the Seller, the Servicer or the Indenture TrusteeBorrower and its Subsidiaries and Affiliates. Except for notices, reports reports, and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender or participant with any credit or other information concerning the business, prospects, operations, property, financial and other condition condition, or creditworthiness of the Seller, the Servicer, the Indenture Trustee, Borrower or their respective any of its Subsidiaries or Affiliates which may come into the possession of any of the Agent-Agent- Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Investor Lender acknowledges that none of the no Agent-Related Persons Person has made any representation or warranty to it, and that no act by the Agent hereinafter hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, any Loan Party or any of their respective AffiliatesAffiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor Lender as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerParent, the Servicer or the Indenture Trustee, or Companies and their respective AffiliatesSubsidiaries, and all applicable bank or other regulatory laws Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller Borrower hereunder. Each Investor Lender also represents that it shallwill, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SellerBorrower, the Servicer or Parent and the Indenture Trusteeother Companies. Except for notices, reports and other documents expressly herein required to be furnished to the Investors Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the SellerParent, the Servicer, the Indenture Trustee, Borrower or any other Company or any of their respective Affiliates which may come into the possession of any of the Agent-Related PersonsPerson.

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of NFC, the Seller, the Servicer, the Indenture Trustee, or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of NFC, the Seller, the Servicer or the Indenture Trustee, or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Basic Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of NFC, the Seller, the Servicer or the Indenture Trustee. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of NFC, the Seller, the Servicer, the Indenture Trustee, or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Credit Decision; Disclosure of Information by the Agent. Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the Seller, the Servicer, the Indenture Trustee, or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee, or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Seller hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Basic Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Seller, the Servicer or the Indenture Trustee. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Seller, the Servicer, the Indenture Trustee, or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.